UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                     FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                  May 23, 2005

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                        STANDARD MICROSYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                       0-7422              11-2234952
(State or other jurisdiction of     (Commission File      (I.R.S. Employer
 incorporation)                      Number)               Identification No.)

                    80 Arkay Drive, Hauppauge, New York   11788
               (Address of principal executive offices) (Zip Code)

                                 (631) 435-6000
              (Registrant's telephone number, including area code)

                                       N/A
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



Item 1.01 - Entry into a Material Definitive Agreement

As of May  27,  2005,  Standard  Microsystems  Corporation  (SMSC)  amended  its
employment agreement with Andrew M. Caggia, who, as disclosed in SMSC's Form 8-K
filed on April 21, 2005, will retire as Chief Financial  Officer on June 1, 2005
and will  continue to be  employed  by SMSC in a part time  capacity to ensure a
smooth  transition.  A copy of the  contract  amendment  is  attached  hereto as
Exhibit 10.1.

Item 9.01 - Financial Statements and Exhibits

(c) Exhibits

10.1*- Amendment  dated as of May 27, 2005 to Employment  Agreement  with Andrew
       M. Caggia, dated January 7, 2000, as previously amended.

* Indicates a management contract or compensatory plan or arrangement.





                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                        STANDARD MICROSYSTEMS CORPORATION

                                  (Registrant)



Date:  May 27, 2005                          By:   /s/ ANDREW M. CAGGIA
                                                 ------------------------------
                                                 Andrew M. Caggia
                                                 Senior Vice President and
                                                 Chief Financial Officer,
                                                 and Director
                                                 (Principal Financial Officer)



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                                  Exhibit Index


Exhibit No.    Description

10.1*          Amendment  dated as of May 27, 2005 to Employment  Agreement with
               Andrew M. Caggia, dated January 7, 2000, as previously amended.


* Indicates a management contract or compensatory plan or arrangement.